Issuer Free Writing Prospectus

Filed Pursuant to Rule 433

Registration Statement Number 333-231727 

The Kroger Co.

Pricing Term Sheet
Dated April 21, 2020

Issuer:	The Kroger Co.
Security Type:	Senior Notes
Trade Date:	April 21, 2020
Settlement Date:	April 28, 2020 (T+5)
Denominations:	$2,000 x $1,000
Ratings (Moody’s / S&P)*:	Baa1 / BBB
Principal Amount:	$500,000,000
Maturity Date:	May 1, 2030
Coupon:	2.200%
Benchmark Treasury:	UST 1.500% due February 15, 2030
Benchmark Treasury Price / Yield:	108-26+ / 0.574%
Spread to Benchmark Treasury:	T + 165 basis points
Yield to Maturity:	2.224%
Price to Public:	99.786% of the principal amount
Interest Payment Dates:	May 1 and November 1, commencing on November 1, 2020
Optional Redemption Provisions:
Make-whole Call:	Treasury Rate plus 25 basis points (prior to February 1, 2030)
Par Call:	On or after February 1, 2030 (three months prior to maturity)
CUSIP/ISIN:	501044 DP3 / US501044DP37

Joint Book-Running Managers:	BofA Securities, Inc. Citigroup Global Markets Inc. U.S. Bancorp Investments, Inc. Mizuho Securities USA LLC PNC Capital Markets LLC Wells Fargo Securities, LLC
Co-Managers:	BNY Mellon Capital Markets, LLC Fifth Third Securities, Inc. Goldman Sachs & Co. LLC MUFG Securities Americas Inc. RBC Capital Markets, LLC Santander Investment Securities Inc. Siebert Williams Shank & Co., LLC SunTrust Robinson Humphrey, Inc.

*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

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